Project License Agreement

Project License Agreement

This Project License Agreement (the "Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Licensor has developed certain materials, technology, documentation, designs and other works relating to the project identified as (the "Project");

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a license to use certain deliverables and related intellectual property created in connection with the Project, on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to govern the rights, obligations and compensation associated with the Project deliverables and any licensed materials produced thereunder.

SCOPE OF WORK

Licensor shall perform the services and deliver the deliverables described below. The deliverables shall be provided in accordance with the milestones and acceptance criteria set forth by the parties.

LICENSE GRANT; INTELLECTUAL PROPERTY

Subject to full payment and performance by Licensee, Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the Deliverables solely for Licensee's internal business purposes in connection with the Project, unless the parties select an exclusive license below. The license does not include the right to sublicense, distribute, or create derivative works except as expressly permitted in this Agreement.

Ownership of all intellectual property rights in the Deliverables, including but not limited to copyrights, source code, designs and documentation, shall remain with Licensor except for any preexisting Licensee-owned materials incorporated by Licensor. To the extent any rights are assigned or otherwise transferred, such assignment shall be expressly set forth in writing.

PAYMENT TERMS

In consideration for the license and services provided, Licensee shall pay Licensor as follows.

All amounts payable under this Agreement are exclusive of taxes. Licensee shall pay all taxes imposed on payments except taxes based on Licensor's net income.

TERM AND TERMINATION

This Agreement commences on the Start Date of and shall continue until the End Date of unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for days after written notice. Either party may terminate for convenience upon prior written notice of days.

Upon termination, Licensee shall cease use of the licensed materials and, within thirty (30) days, return or destroy confidential materials as directed by Licensor and certify such destruction in writing.

CONFIDENTIALITY

Each party acknowledges that during the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information that is designated as confidential or that, by its nature, a reasonable person would consider confidential.

The recipient shall: (a) hold Confidential Information in confidence using no less than reasonable care; (b) use Confidential Information only for purposes of performing under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors and advisors having a need to know and who are bound by confidentiality obligations at least as protective as those herein. These obligations survive termination for a period of years, except as required by law.

REPRESENTATIONS; INDEMNITY; LIMITATION OF LIABILITY

Each party represents that it has the authority to enter into this Agreement. Licensor represents that, to the best of its knowledge, the Deliverables will not infringe third-party intellectual property rights. Licensee agrees to indemnify, defend and hold harmless Licensor from claims arising from Licensee's use of the Deliverables outside the scope granted herein.

Except for willful misconduct or gross negligence, neither party shall be liable for incidental or consequential damages. The aggregate liability of either party for direct damages arising out of this Agreement shall not exceed the total fees paid by Licensee to Licensor under this Agreement during the twelve (12) months preceding the claim.

ASSIGNMENT; AMENDMENT

Neither party may assign this Agreement without the prior written consent of the other, except that Licensor may assign to an affiliate or in connection with a sale of substantially all its assets. This Agreement may be amended only by a written instrument signed by both parties.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its choice-of-law rules. The parties shall first attempt to resolve disputes in good faith through negotiations; if unresolved, the dispute shall be resolved by binding arbitration in the selected jurisdiction unless the parties agree otherwise in writing.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the contact information set forth below or any updated contact information provided in writing.

MISCELLANEOUS; ENTIRE AGREEMENT

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party shall be liable for delays or failures caused by circumstances beyond its reasonable control.

This Agreement, together with any exhibits or statements of work executed by the parties, constitutes the entire agreement between the parties relating to the subject matter herein and supersedes all prior agreements and understandings, whether written or oral.

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